exv4w3






Exhibit 4.3

 





	 	 	 
	CLEARWIRE ESCROW CORPORATION,
	 
	as Grantor
	 
	and
	 
	CLEARWIRE COMMUNICATIONS LLC, solely with respect to Sections 1.1(c), 1.7(d) and 3.2






 






	 	 	 
	ESCROW AND SECURITY AGREEMENT
	 
	Dated as of December 9, 2009





 






	 
	 

	 

	 









	 	 	 
	WILMINGTON TRUST FSB

	 

	as Escrow Agent and Trustee







 






 









 








     THIS ESCROW AND SECURITY AGREEMENT is entered into on December 9, 2009 (as amended, modified
or supplemented from time to time in accordance with the Indenture described below, this
“Agreement”), by and between, Wilmington Trust FSB in its capacities as escrow agent,
depositary bank and securities intermediary (collectively in such capacities, the “Escrow
Agent”), and in its capacity as trustee under the Indenture described below (in such capacity,
the “Trustee”), Clearwire Escrow Corporation, a Delaware corporation (the
“Grantor”), and Clearwire Communications LLC, a Delaware limited liability company (the
“Company”), solely with respect to Sections 1.1(c), 1.7(d) and 3.2 of this Agreement.



RECITALS




     Pursuant to that certain indenture (as amended, supplemented or modified from time to time,
the “Indenture”) dated as of December 9, 2009, by and among the Grantor and the Trustee,
the Grantor will issue $920,000,000 in aggregate principal amount of its 12% Senior Secured Notes
due 2015 (the “Notes”). The Notes are being issued in a private placement (the
“Offering”) pursuant to that certain purchase agreement dated as of November 24, 2009 (the
“Purchase Agreement”), by and among the Grantor, the Company, Clearwire Finance, Inc.
(“Finance Co”), the Subsidiaries of the Company party thereto (the “Future Subsidiary
Guarantors”) and J.P. Morgan Securities Inc. (the “Initial Purchaser”). In accordance
with Section 3.3(e) hereof, capitalized terms that are used but not defined herein have the
meanings assigned to them in the Indenture.



     WHEREAS, concurrently with the closing of the sale of the Notes, the Initial Purchaser, on
behalf of the Grantor, will deposit into the Escrow Account (as defined below), as hereinafter
provided, the gross proceeds from the Offering;



     WHEREAS upon satisfaction of the Escrow Conditions (as defined below), the Company and Finance
Co will become obligated to assume the rights and obligations under all of the Notes and the
Indenture, as the successor obligors under the Notes, on the Escrow Release Date (as defined in the
Indenture). If the Escrow Conditions are not satisfied, the Company and Finance Co will become
obligated to assume the rights and obligations under $540.0 million aggregate principal amount (the
“Automatic Assumption Amount”) of the Notes and the Indenture, as the successor obligors
under such Notes and consummate the redemption described in Section 1109 of the Indenture, in each
case, on the Escrow Release Date. Each of the aforementioned assumptions of rights and obligations
by the Company and Finance Co is referred to as the “Assumption”. The Assumption will be effected
by the execution and delivery of a supplemental indenture by the Grantor, the Company, Finance Co
and the Future Subsidiary Guarantors pursuant to which the Company and Finance Co will become party
to the Indenture and assume all obligations of the Grantor therein and under all of the Notes or
the Automatic Assumption Amount of the Notes, as applicable (the “Assumed Notes”), and the
Future Subsidiary Guarantors will become party to the Indenture and guarantee all obligations of
Company and Finance Co under the Assumed Notes (the “Guarantees”). In connection with the
Assumption, (i) the Company shall designate the Assumed Notes and Guarantees as “Other Pari Passu
Lien Obligations” in accordance with Section 7.19 of the collateral agreement (the “Security
Agreement”) dated November 24, 2009, among the Company, Finance Co, the Future Subsidiary
Guarantors and Wilmington Trust FSB, as collateral agent for the benefit of itself, holders of 12%
Senior Secured Notes due 2015 issued by the Company and Finance Co (the “Existing Secured
Notes”) and the trustee under the indenture governing the Existing Secured Notes and (ii) the
Collateral Agent shall execute a consent agreement whereby it shall become party to the Security
Agreement and the other Security Documents for its benefit, the benefit of the Trustee and Holders
of the Assumed Notes and the Guarantees and the Assumed Notes will be secured on a first priority
basis, subject to certain Permitted Liens (as defined in the Indenture), by liens on the Collateral
(as defined in the Security Agreement).



 









 





     WHEREAS, the “Escrow Release Date” will be the earliest to occur of (x) the consummation of
the Second Investment Closing (as defined in the Offering Memorandum), (y) the date on which the
Grantor determines in its sole discretion that the Second Investment Closing cannot occur and (z)
June 9, 2010. Whereas, on the Escrow Release Date, (i) if the Escrow Conditions are satisfied, the
Assumption and related steps described above will occur with respect to all of the Notes and (ii)
if the Escrow Conditions are not satisfied, (a) the Assumption and related steps described above
will occur with respect to solely the Automatic Assumption Amount of Notes and (b) the Grantor will
redeem $380,000,000 aggregate principal amount of Notes at a redemption price equal to
$372,191,000, plus interest accrued on $372,191,000 from the date hereof to, but excluding, the
Escrow Release Date, calculated using a rate of 12.5% per annum, in accordance with the terms of
Section 1109 of the Indenture (the “Escrow Redemption Price”).



     WHEREAS,
as security for its obligations under the Notes and the Indenture,
the Grantor desires to grant  to the Trustee, for the benefit of the holders of the Notes, a first priority security
interest in and lien upon the Escrow Collateral (as defined herein) on the terms and conditions set
forth herein; and



     WHEREAS, the parties have entered into this Agreement in order to set forth the conditions
upon which, and the manner in which, funds will be held in and disbursed from the Escrow Account
(as defined herein) and released from the security interest and lien described above.



     The Grantor, the Trustee and the Escrow Agent hereby agree that, in consideration of the
mutual promises and covenants contained herein, the Escrow Agent will hold in escrow and will
distribute Escrow Property in accordance with and subject to the following:



1. INSTRUCTIONS




1.1. Escrow Property.




       The funds to be deposited with the Escrow Agent will be as follows:




	(a)	 	Concurrently with the execution and delivery hereof and the issuance of the Notes, as
provided in the Purchase Agreement, the Initial Purchaser will deposit with the Escrow Agent
$901,094,000 by wire transfer in immediately available funds (the “Initial Deposit”),
which amount represents the gross proceeds from the Offering (which is net of “original issue
discount” in connection with the offering of the Notes, but includes a deferred discount of
$16,100,000 (the “Deferred Discount”) payable to the Initial Purchaser on the Release
Date).
	 
	(b)	 	The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments
thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in a
Securities Account created by the Escrow Agent prior to or concurrently with the issuance of
the Notes. Such Securities Account will have account number 095173-001 and shall be
maintained by the Escrow Agent in the name of the Trustee (such account, together with any
other account maintained by the Escrow Agent hereunder, the “Escrow Account”) for
disbursement in accordance with the provisions hereof. The Trustee will be the entitlement
holder and customer of the Escrow Agent with respect to the Escrow Account. The Grantor will
not have any access to the Escrow Account or funds, investments or other assets credited
thereto, other than the limited contractual right to receive the Escrow Property under the
circumstances specified in Section 1.4 hereof. The Initial Deposit, the Escrow Account and all
funds, securities or other property now or hereafter credited to the Escrow Account, all
investments of any of the




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	 	 	foregoing, plus all interest, dividends and other distributions and payments on any of the
foregoing (collectively the “Distributions”) received or receivable by the Escrow
Agent, less any property and/or funds distributed or paid in accordance with this Agreement,
together with all proceeds of any of the foregoing are collectively referred to herein as
“Escrow Property.”
	 
	(c)	 	If the Escrow Property is to be released pursuant to Section 1.4(d) and the aggregate amount
of Escrow Property is not sufficient to satisfy all amounts payable under clauses (i) through
(iv) thereof, then the Company shall deposit with the Trustee the amount required to satisfy
(together with the Escrow Property) all amounts payable under such clauses.





1.2. Grantor’s Limited Rights in Escrow Property; Security Interest.





	(a)	 	It is the intention of the parties hereto that this Agreement create a true escrow, and the
Grantor have no ownership of, or rights in, the Escrow Account or the Escrow Property other
than the limited contractual right to receive the Escrow Property under the circumstances
specified in Section 1.4 hereof.
	 
	(b)	 	If, notwithstanding the intention of the parties set forth in
Section 1.2(a) hereof, the Grantor is determined  to have any
interest in any Escrow Property, as security for the due and punctual payment when due of all amounts that may be payable from
time to time under the Indenture and the Notes, now or hereafter arising, the Grantor hereby
pledges and grants to the Trustee, for the benefit of the Secured Parties, a continuing first
priority (subject to liens of  the Escrow Agent) security interest in all of the Grantor’s
right, title and interest, to and under the following whether now or hereafter existing or
acquired (collectively, the “Escrow Collateral”): (i) the Escrow Account, and all
Financial Assets and other property from time to time placed or deposited in, or delivered to
the Escrow Agent for placement or deposit in the Escrow Account, including, without
limitation, all Escrow Property; (ii) all Security Entitlements from time to time credited to
the Escrow Account; (iii) all claims and rights of whatever nature which the Grantor may now
have or hereafter acquire against any third party(ies) in respect of any of the Escrow
Collateral described in this Section 1.2 (including any claims or rights in respect of any
Security Entitlements credited to an account of the Escrow Agent maintained at The Depository
Trust Company or any other clearing corporation) or any other Securities Intermediary; (iv)
all rights which the Grantor may now have or hereafter acquire against the Escrow Agent in
respect of its holding and managing all or any part of the Escrow Collateral; and (v) all
proceeds (as such term is defined in Section 9-102(a) of the UCC) of any of the foregoing.
The Escrow Agent hereby acknowledges the Trustee’s security interest as set forth in this
Section 1.2. The Grantor shall take all actions and shall direct the Trustee in writing to
take all actions reasonably necessary on its part to ensure (i) the continuance of a security
interest in the Escrow Collateral in favor of the Trustee for its benefit and for the benefit
of the Secured Parties in order to secure all the Obligations under the Indenture and the
Notes and (ii) that such security interest is at all times a perfected first priority (subject
to liens of the Escrow Agent) security interest. The Grantor shall not grant or cause or
permit any other person to obtain a security interest, encumbrance, lien or other claim,
direct or indirect, in the Grantor’s right, title or interest in the Escrow Collateral other
than the Escrow Agent’s lien arising by operation of law and the rights of set-off pursuant to
Section 1.7(d) hereof. The Grantor represents and warrants that the security interest of the
Trustee in the Escrow Collateral pursuant to this Agreement and, to the extent that the
Grantor has rights therein, the Escrow Collateral, will, after execution and delivery of this
Agreement by all parties hereto, at all times be valid, perfected and enforceable (subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law) as a first priority
(subject to liens of the Escrow Agent) security interest by the
Trustee against the Grantor and all third parties in accordance with the terms of this
Agreement.




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	(c)	 	The parties hereto acknowledge and agree that: (i) the Escrow Account will be treated as a
“Securities Account,” (ii) the Escrow Property will be treated as “Financial Assets,” (iii)
this Agreement governs the Escrow Account and provides rules governing the priority among
possible “Entitlement Orders” received by the Escrow Agent as “Securities Intermediary” from
the Grantor, the Trustee and any other persons entitled to give “Entitlement Orders” with
respect to such Financial Assets and (iv) the “Securities Intermediary’s Jurisdiction” is the
State of New York. The Escrow Agent represents and warrants that the Escrow Agent is a
“Securities Intermediary” with respect to the Escrow Account and the “Financial Assets”
credited to the Escrow Account. Except as specifically provided herein, the terms of the UCC,
will apply to this Agreement, and all terms quoted in this clause (c) and clause (e) will have
the meanings assigned to them by Article 8 of the UCC.
	 
	(d)	 	The Escrow Agent hereby agrees that all property delivered to the Escrow Agent for crediting
to the Escrow Account will be promptly credited to the Escrow Account by the Escrow Agent.
The Escrow Agent represents and warrants that it has not entered into, and agrees that it will
not enter into, any control agreement or any other agreement relating to the Escrow Account
with any other third party without the prior written consent of the Grantor, the Trustee and
the Initial Purchaser, except for this Escrow Agreement.
	 
	(e)	 	Each of the parties hereto acknowledge and agree that the Escrow Account will be under the
control (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) of the Trustee
and, notwithstanding any other provision of this Agreement, the Escrow Agent will comply with
all “Entitlement Orders” and instructions given by the Trustee with respect to the Escrow
Account or Escrow Property without further consent of the Grantor or any other person. Except
as expressly set forth in Section 1.3 hereof, the Grantor shall have no right to give any
Entitlement Orders or instructions.
	 
	(f)	 	The Grantor agrees to take all steps reasonably necessary to maintain the security interest
created by this Agreement as a perfected first-priority security interest including causing
UCC financing statements describing the Escrow Collateral to be promptly filed in the State of
Delaware. Without limiting the foregoing, the Grantor agrees to take all steps reasonably
requested by the Trustee in connection with the perfection of the Trustee’s security interest
in the Escrow Collateral pursuant to this Agreement and, without limiting the generality of
the foregoing, the Grantor hereby authorizes the Trustee and the Initial Purchaser on behalf
of the Trustee to file one or more UCC financing statements that reasonably describe the
collateral in such jurisdictions and filing offices and containing such description of
collateral as the Trustee, or the Initial Purchaser on behalf of the Trustee, may determine is
reasonably necessary in order to perfect the security interest granted herein; provided, that
the foregoing authorization shall not impose any obligation of the Grantor to maintain the
security interest as provided herein on the Trustee or the Initial Purchaser. The Grantor
represents and warrants that as of the date hereof it is duly formed and validly existing as a
corporation under the laws of the state of Delaware and is not organized under the laws of any
other jurisdiction, and the Grantor hereby agrees that, prior to the termination of this
Agreement, it will not change its name or jurisdiction of organization without giving the
Trustee and the Initial Purchaser not less than 10 days’ prior written notice thereof.
	 
	(g)	 	Upon the release of any Escrow Collateral pursuant to Section 1.4 hereof, the security
interest of the Trustee for the benefit of the Secured Parties will automatically terminate
with respect to any such Escrow Collateral released without any further action and such
released Escrow Collateral will be delivered to the recipient free and clear of any and all
liens, claims or encumbrances of any person, including, without limitation, the Escrow Agent,
the Trustee and the holders of the Notes. The Trustee will take all steps necessary to
terminate any financing statements and will





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	 	 	execute such other documents without recourse, representation or warranty of any kind as the
Grantor may reasonably request in writing to evidence or confirm the termination of the
security interest in such released Escrow Collateral.
	 
	(h)	 	Upon the occurrence of an Event of Default under the Indenture and for so long as such Event
of Default continues, the Grantor hereby appoints the Trustee as its attorney-in-fact with
full power of substitution to do any act which the Grantor is obligated hereunder to do, and
the Trustee may, but shall not be required to, exercise such rights as the Grantor might
exercise with respect to the Escrow Collateral and take any action in the Grantor’s name to
protect the Trustee’s security interest and lien granted hereunder. In addition to the rights
provided under this Section 1.2, upon the occurrence of an Event of Default under the
Indenture and for so long as such Event of Default continues, the Trustee may, but shall not
be required to, exercise in respect of the Escrow Collateral, in addition to other rights and
remedies provided for herein or otherwise available to it, all other rights and remedies of
secured parties under the UCC or other applicable law. The Trustee may also upon obtaining
possession of the Escrow Collateral as set forth herein, without notice to the Grantor except
as specified below, sell the Escrow Collateral or any part thereof in one or more parcels at
public or private sale, at any exchange, broker’s board or at any of the Trustee’s offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms as the
Trustee may deem commercially reasonable. The Grantor agrees that, to the extent notice of
sale shall be required by law, at least ten days’ notice to the Grantor of the time and place
of any public sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Trustee shall not be obligated to make any sale regardless of
notice of sale having been given. The Trustee may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.





1.3. Investment of Escrow Property.





	(a)	 	Upon written directions from the Grantor, the Escrow Agent will invest or reinvest the Escrow
Property, without distinction between principal and income, in cash and Cash
Equivalents. The Escrow Agent will credit all such cash and investments to the Escrow Account
and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of
Section 8-102(a)(9) of the UCC.
	 
	(b)	 	The Escrow Agent will have no liability for any investment losses, fees, taxes or other
charges arising from or related to any such investment, reinvestment or liquidation of an
investment other than in accordance with Section 2.1 hereof.
	 
	(c)	 	The Escrow Agent will have no obligation to invest or reinvest the Escrow Property if
deposited with the Escrow Agent after 11:00 a.m. New York City time on such day of deposit.
Instructions received after 11:00 a.m. New York City time will be treated as if received on
the following Business Day. Any interest or other income received on such investment and
reinvestment of the Escrow Property will become part of the Escrow Property and any losses
incurred on such investment and reinvestment of the Escrow Property will be debited against
the Escrow Property. The Escrow Property will remain uninvested with no liability for
interest therein if written directions are not given to the Escrow Agent. Notwithstanding the
foregoing, the Escrow Agent will have the power to sell or liquidate the foregoing investments
whenever the Escrow Agent is required to release all or any portion of the Escrow Property
pursuant to Section 1.4 hereof. In no event will the Escrow Agent be deemed an investment
manager or adviser in respect of any selection of investments hereunder. It is understood and
agreed that the Escrow Agent or its affiliates are permitted to receive additional
compensation that could be deemed to be in the




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	 	 	Escrow Agent’s economic self-interest for (1) serving as
investment adviser, administrator, shareholder servicing
agent, custodian or sub-custodian with respect to certain
of the investments, (2) using affiliates to effect
transactions in certain investments or (3) effecting
transactions in investments.
	 
	1.4.	 	Distribution of Escrow Property.
	 
	(a)	 	The Escrow Agent is directed to hold and distribute the Escrow Property in the following
manner and will only release the Escrow Property in the cases specifically provided for in
this Section 1.4.
	 
	(b)	 	The Escrow Agent shall release the Escrow Property upon receipt from the Grantor of a notice
in the form attached hereto as Exhibit A, upon which the Escrow Agent may conclusively
rely, confirming that the Escrow Conditions have been satisfied, and shall promptly (but in
any event within two (2) Business Days) liquidate all investments of Escrow Property then held
by it (subject to Section 1.6(a) hereof) and release all of the Escrow Property as follows:






	 	(i)	 	first, to the Escrow Agent, an amount of Escrow Property in cash equal to
amounts due and owing to the Escrow Agent in respect of fees and reasonable
out-of-pocket expenses of the Escrow Agent pursuant to Section 1.7 hereof, indemnities
and other amounts owing to the Escrow Agent under this Agreement;
	 
	 	(ii)	 	second, to Initial Purchaser, an amount equal to the Deferred Discount by wire
transfer of immediately available funds in accordance with the wire instructions set
forth in Section 1.6(c) hereof; and
	 
	 	(iii)	 	third, to the Grantor, any Escrow Property remaining after the distributions
in clauses (b)(i) and (ii) above, if any, by wire transfer of immediately available
funds in accordance with the wire instructions set forth in Section 1.6(a) hereof.






	(c)	 	The Escrow Agent shall release the Escrow Property upon the earlier of (x) receipt from the
Grantor of a notice in the form attached hereto as Exhibit B, upon which the Escrow
Agent may conclusively rely, confirming that the Escrow Conditions cannot be satisfied, or (y)
June 9, 2010, and shall (but in any event within two (2) Business Days) liquidate all
investments of Escrow Property then held by it (subject to Section 1.6(a) hereof) and release
all of the Escrow Property as follows:






	 	(i)	 	first, to the Escrow Agent, an amount of Escrow Property in cash equal to
amounts due and owing to the Escrow Agent in respect of fees and reasonable
out-of-pocket expenses of the Escrow Agent pursuant to Section 1.7 hereof, indemnities
and other amounts owing to the Escrow Agent under this Agreement;
	 
	 	(ii)	 	second, to Initial Purchaser, an amount equal to the Deferred Discount by wire
transfer of immediately available funds in accordance with the wire instructions set
forth in Section 1.6(c) hereof;
	 
	 	(iii)	 	third, to the Trustee under the Indenture, an amount of Escrow Property in
cash equal to the Escrow Redemption Price for payment to the holders of the Notes in
accordance with the provisions contained in Section 1109 of the Indenture; such release
of Escrow Property to the Trustee under the Indenture will be made by wire transfer of
immediately





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	 	 	 	available funds in accordance with the wire instructions set forth in Section 1.6(b)
hereof; and
	 
	 	(iv)	 	fourth, to the Grantor, any Escrow Property remaining after the distributions
in clauses (c)(i), (ii) and (iii) above, if any, by wire transfer of immediately
available funds in accordance with the wire instructions set forth in Section 1.6(a)
hereof.






	(d)	 	Notwithstanding Sections 1.4(b) and 1.4(c), if the Escrow Agent receives a written notice and
instruction from the Trustee that the principal amount of and accrued and unpaid interest on
the Notes has become immediately due and payable pursuant to Article Five of the Indenture,
then the Escrow Agent will, promptly (but in any event within two Business Days) after receipt
of such written notice and instruction from the Trustee, liquidate all investments of Escrow
Property then held by it and release all of the Escrow Property as follows:






	 	(i)	 	first, to the Trustee an amount of Escrow Property in cash and equal to amounts
due and owing to the Trustee in respect of fees, reasonable out-of-pocket expenses of
the Trustee, indemnities and other amounts owing to the Trustee under the Indenture;
	 
	 	(ii)	 	second, to the Escrow Agent, an amount of Escrow Property in cash equal to
amounts due and owing to the Escrow Agent in respect of fees and reasonable
out-of-pocket expenses of the Escrow Agent pursuant to Section 1.7 hereof, indemnities
and other amounts owing to the Escrow Agent under this Agreement;
	 
	 	(iii)	 	third, to Initial Purchaser, an amount equal to the Deferred Discount by wire
transfer of immediately available funds in accordance with the wire instructions set
forth in Section 1.6(c) hereof;
	 
	 	(iv)	 	fourth, to the Trustee for payment to the holders of the Notes, an amount of
Escrow Property sufficient to pay such accelerated principal amount and interest, if
any, thereon; such release of Escrow Property to the Trustee under the Indenture will
be made by wire transfer of immediately available funds in accordance with the wire
instructions set forth in Section 1.6(b) hereof; and
	 
	 	(v)	 	fifth, to the Grantor, any Escrow Property remaining after distributions in
clauses (e)(i), (ii), (iii) and (iv) above, if any, by wire transfer of immediately
available funds in accordance with the wire instructions set forth in Section 1.6(a)
hereof.






	1.5.	 	Addresses.






     Notices, instructions and other communications will be sent as follows:



	 	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	 to the Escrow Agent: 
	 	Wilmington Trust FSB


Corporate Capital Markets


50 South Sixth Street, Suite 1290

Minneapolis, MN 55402-1544

Attn: Clearwire Administrator

Facsimile: (612) 217-5651
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	 to the Trustee:
	 	Wilmington Trust FSB 

Corporate Capital Markets 

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402-1544

Attn: Clearwire Administrator 

Facsimile: (612) 217-5651	 	 






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	 	(c)
	 	 to the Grantor: 
	 	Clearwire Escrow Corporation 


4400 Carillon Point 

Kirkland, WA 98033

Attn.: General Counsel

Facsimile: (425) 216-7776	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 with a copy to: 
	 	Kirkland & Ellis LLP 

601 Lexington Avenue 

New York, NY 10022

Attn.: Joshua Korff 

Facsimile: (212) 446-4800	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(d)
	 	 to the Initial Purchaser: 
	 	JP Morgan Securities Inc. 

270 Park Avenue 

New York, New York 10017

Attn.: Jessica Kearns
Facsimile: (212) 270-1063	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 with a copy to: 
	 	Cahill Gordon & Reindel LLP 

Eighty Pine Street 

New York, NY 10005-1702

Attn.: Doug Horowitz 

Facsimile: (212) 269-5420	 	 







	1.6.	 	Wire Transfer Instructions.
	 
	(a)	 	All cash (including the cash proceeds from liquidation of any Escrow Property) distributed
from the Escrow Account to the Grantor will be transferred by wire transfer of immediately
available funds in accordance with wire instructions provided in writing by the Grantor to the
Escrow Agent prior to such distribution.
	 
	 	 	If, upon termination of this Agreement and after any required liquidation or distribution of
Escrow Property for the benefit of any person other than the Grantor, pursuant to Section
1.4 hereof, any Escrow Property consists of assets other than cash and is to be released to
the Grantor, the Escrow Agent shall liquidate such Escrow Property into cash and distribute
it to the Grantor pursuant to this Section 1.6(a) unless the Grantor, provided a prior
written request to the Escrow Agent not to liquidate such Escrow Property and to deliver
such non-cash Escrow Property in kind to the Grantor at such account(s) or location(s)
specified by the Grantor, in such written request. If the Escrow Agent receives such a
request, it shall deliver such non-cash Escrow Property to the Grantor as promptly as
practicable. No request by the Grantor, the Company or Finance Co pursuant to this
paragraph shall constitute an “Entitlement Order” or instruction with respect to the Escrow
Property prior to the termination of this Agreement.
	 
	(b)	 	All cash distributed from the Escrow Account to the Trustee for payment on the Notes will be
transferred by wire transfer of immediately available funds in accordance with the following
wire transfer instructions:





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	 	Bank:	 	Wilmington Trust	 	 	 	 
	 
	 	ABA No.	 	ABA #031100092	 	 	 	 
	 
	 	Account Name:	 	 	 	 	 	 
	 
	 	Account No.	 	095173-000	 	 	 	 
	 
	 	F/F/C:	 	 	 	 	 	 
	 
	 	Attention:	 	Corp Cap Mkts -  Jane Schweiger	 	 	 	 
	 
	 	Ref:	 	Clearwire Escrow Corp 12% Sr Sec Nts 2015	 	 	 	 







	(c)	 	All cash distributed from the Escrow Account to the Initial Purchaser for payment of the
Deferred Discount will be transferred by wire transfer of immediately available funds in
accordance with the following wire transfer instructions:





	 	 	 	 	 	 	 	 	 
	 
	 	Bank:	 	JP Morgan Chase Bank	 	 	 	 
	 
	 	ABA No.	 	ABA #021-000-021	 	 	 	 
	 
	 	Account Name:	 	UPMS1	 	 	 	 
	 
	 	Account No.	 	066-916-402	 	 	 	 
	 
	 	F/F/C:	 	 	 	 	 	 
	 
	 	Attention:	 	Joel Ferrari	 	 	 	 
	 
	 	Ref.:	 	Clearwire	 	 	 	 







	1.7.	 	Compensation.
	 
	(a)	 	Upon execution of this Agreement, the Grantor will pay the Escrow Agent an administration fee
of $3,500, plus reasonable out-of-pocket expenses and disbursements to the extent then
invoiced (including documentation reasonably supporting such request).
	 
	(b)	 	The Grantor will pay all reasonable activity charges in accordance with the Escrow Agent’s
fee schedule as then in effect.
	 
	(c)	 	The Grantor will be responsible for and will reimburse the Escrow Agent within 30 days of
written demand (including documentation reasonably supporting such request) for all reasonable
losses (except to the extent arising from the Escrow Agent’s gross negligence, willful
misconduct or bad faith), damages, expenses, disbursements and advances incurred or made by
the Escrow Agent for its own account in connection with this Agreement.
	 
	(d)	 	If any reasonable fees, out-of-pocket expenses or costs incurred by, or any obligations owed
to the Escrow Agent (or its one legal counsel) hereunder are not paid when due, the Escrow
Agent may set off against any Escrow Property released to the Grantor from this escrow
in accordance with Section 1.4 hereof. The Escrow Agent shall have no right to set off
against, and hereby waives any lien it may otherwise have against, any Escrow Property prior
to its release from escrow or which is released or to be released to a person other than the
Grantor in accordance with the terms of this Agreement. The Grantor, and to the extent that
the obligations due and payable hereunder cannot be satisfied solely from the assets of the
Grantor, the Company shall






-9-











 






	 	 	remain liable for any unpaid reasonable fees, out-of-pocket expenses or costs incurred by,
or any obligations owed to the Escrow Agent (or its one legal counsel) hereunder.
	 
	(e)	 	The obligations of the Grantor contained in this Section 1.7 will survive the termination of
this Agreement or the earlier resignation or removal of the Escrow Agent.





2. TERMS AND CONDITIONS




2.1. Rights, Duties and Immunities of Escrow Agent.





	(a)	 	Scope of duties. The duties, responsibilities and obligations of the Escrow Agent
will be limited to those expressly set forth herein and no duties, responsibilities or
obligations will be inferred or implied. The Escrow Agent will not be required to inquire as
to the performance or observation of any obligation, term or condition under any other
agreement or arrangement to which the Grantor is a party, even though reference thereto may be
made herein. The Escrow Agent will not be required to comply with any direction or
instruction (other than those contained herein or delivered in accordance with this Agreement)
from the Grantor or any entity acting on its behalf. The Escrow Agent will not be required
to, and will not, expend or risk any of its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.
	 
	(b)	 	Limitation on liability. The Escrow Agent will not be liable for any action taken or
omitted or for any loss or injury resulting from its actions or its performance or lack of
performance of its duties hereunder in the absence of gross negligence, willful misconduct or
bad faith. In no event will the Escrow Agent be liable (i) for any consequential, punitive or
special damages, regardless of the form of action and whether or not any such damages were
foreseeable and contemplated, (ii) for the acts or omissions of its nominees, correspondents,
designees, subagents or subcustodians, so long as the same are selected with due care, (iii)
for an amount in excess of the value of the Escrow Property, (iv) for the investment or
reinvestment of any cash held by it hereunder in accordance with the terms hereof, including
without limitation any liability for any delays (not resulting from its gross negligence,
willful misconduct or bad faith) in the investment, reinvestment or liquidation of the Escrow
Property, or any loss of interest or income incident to any such delay or (v) for any release
of Escrow Property, if such release is made in accordance with Section 1.4 or the written
directions of the Grantor, the Initial Purchaser and the Trustee.
	 
	(c)	 	Further limitation on liability. The Escrow Agent will not incur any liability for
not performing any act or fulfilling any duty, obligation or responsibility hereunder by
reason of any occurrence beyond the control of the Escrow Agent (including but not limited to
any act or provision of any present or future law or regulation or governmental authority, any
act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other
wire or communication facility).
	 
	(d)	 	Right to consult counsel. The Escrow Agent may consult with legal counsel of its own
choosing, at the expense of the Grantor in accordance with Section 1.7 hereof, as to any
matter relating to this Agreement and the advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.
	 
	(e)	 	Collection. All funds and other property deposited into the Escrow Account or
otherwise collected for deposit therein will be subject to the Escrow Agent’s usual collection
practices or terms regarding items received by the Escrow Agent for deposit or collection.
The Escrow Agent will not be required, or have any duty, to notify any Person of any payment
or maturity under the terms of any instrument deposited hereunder, or to take any legal action
to enforce payment of




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	 	 	any check, note or security deposited hereunder or to exercise any right or privilege that
may be afforded to the holder of any such security.
	 
	(f)	 	Statements. The Escrow Agent will make available to the Grantor, the Trustee and the
Initial Purchaser monthly statements identifying transactions, transfers or holdings of Escrow
Property, and each such statement will be deemed to be correct and final upon receipt thereof
by the Grantor unless the Escrow Agent is notified in writing to the contrary within 45
Business Days of the date of such statement.
	 
	(g)	 	Disclaimer with respect to Escrow Property. The Escrow Agent will not be responsible
in any respect for the form, execution, validity, value or genuineness of documents or
securities deposited into escrow or held hereunder, or for any description therein, or for the
identity, authority or rights of persons executing or delivering or purporting to execute or
deliver any such document, security or endorsement. The Escrow Agent makes no representation
as to the validity, value, genuineness or the collectability of any security or other document
or instrument held by or delivered to it. The Escrow Agent will not be called upon to advise
any party as to the wisdom in selling or retaining or taking or refraining from any action
with respect to any securities or other property deposited hereunder.
	 
	(h)	 	Ambiguity or uncertainty. In the event of any ambiguity or uncertainty hereunder or
in any notice, instruction or other communication received by the Escrow Agent hereunder, the
Escrow Agent may, in its sole discretion, refrain from taking any action other than retaining
possession of the Escrow Property, unless the Escrow Agent receives written instructions,
signed by each of the Grantor, the Trustee and the Initial Purchaser which eliminates such
ambiguity or uncertainty.
	 
	(i)	 	Conflicting claims. In the event of any dispute between or conflicting claims by or
among the Grantor and/or any other person or entity with respect to any Escrow Property, the
Escrow Agent will be entitled, in its sole discretion, to refuse to comply with any and all
claims, demands or instructions with respect to such Escrow Property so long as such dispute
or conflict continues, and the Escrow Agent will not be or become liable in any way to the
Grantor for failure or refusal to comply with such conflicting claims, demands or
instructions. The Escrow Agent will be entitled to refuse to act until, in its sole
discretion, either (i) such conflicting or adverse claims or demands have been determined by a
final order, judgment or decree of a court of competent jurisdiction, which order, judgment or
decree is not subject to appeal, or settled by agreement between the conflicting parties as
evidenced in a writing satisfactory to the Escrow Agent or (ii) the Escrow Agent has received
security or an indemnity satisfactory to it sufficient to hold it harmless from and against
any and all Losses (as defined in Section 2.2 hereof) which it may incur by reason of so
acting. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an
interpleader action or seek other judicial relief or orders as it may deem, in its sole
discretion, necessary. The reasonable out-of-pocket costs and expenses (including reasonable
attorneys’ fees and expenses of one counsel) incurred in connection with such proceeding will
be paid by, and will be solely an obligation of, the Grantor.
	 
	(j)	 	Compliance with judicial orders. If at any time the Escrow Agent is served with any
judicial or administrative order, judgment, decree, writ or other form of judicial or
administrative process that in any way affects Escrow Property, including but not limited to
orders of attachment or garnishment or other forms of levies or injunctions or stays relating
to the transfer of Escrow Property (an “Order”), the Escrow Agent is authorized to
comply therewith in any manner as it or its legal counsel of its own choosing deems necessary;
and if the Escrow Agent complies with any such Order, the Escrow Agent will not be liable to
any of the parties hereto or to any other




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	 	 	person or entity even though such Order may be subsequently modified or vacated or otherwise
determined to have been without legal force or effect.
	 
	(k)	 	Right to rely on communications. The Escrow Agent will be entitled to conclusively
rely upon any order, judgment, certification, demand, instruction, notice, instrument or other
writing delivered to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity or the service thereof.
The Escrow Agent may act in conclusive reliance upon any instrument or signature believed by
it in good faith to be genuine and may assume that any person purporting to give receipt or
advice to make any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so. When the Escrow Agent acts on any information,
instructions, communications (including, but not limited to, communications with respect to
the delivery of securities or the wire transfer of funds) sent by facsimile, email or other
form of electronic or data transmission, the Escrow Agent, absent gross negligence, willful
misconduct or bad faith, will not be responsible or liable in the event such communication is
not an authorized or authentic communication of the Grantor or the Trustee, as the case may
be, or is not in the form the Grantor or the Trustee sent or intended to send (whether due to
fraud, distortion or otherwise). The Grantor will indemnify the Escrow Agent against any
loss, liability, claim or expense (including reasonable legal fees and expenses of one legal
counsel) it may incur as a result of acting in accordance with any such communication, except
to the extent arising from the Escrow Agent’s gross negligence, willful misconduct or bad
faith.
	 
	(l)	 	Right to request instruction. At any time the Escrow Agent may request an
instruction in writing from the Grantor and the Trustee and may, at its own option, include in
such request the course of action it proposes to take and the date on which it proposes to
act, regarding any matter arising in connection with its duties and obligations hereunder.
The Escrow Agent will not be liable for acting in accordance with such a proposal on or after
the date specified therein; provided that (i) the specified date will be at least five
(5) Business Days after each of the Grantor and the Trustee receives the Escrow Agent’s
request for instructions and its proposed course of action and (ii) prior to so acting, the
Escrow Agent has not received the written instructions requested.
	 
	(m)	 	Liability for Taxes. Except as otherwise set forth herein, the Escrow Agent does not
have any interest in the Escrow Property deposited hereunder but is serving as escrow holder
only and having only possession thereof and nothing herein shall require the Escrow Agent to
pay any taxes. The Grantor will pay or reimburse the Escrow Agent upon request for any
transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith
and will indemnify and hold harmless the Escrow Agent with respect to any amounts that it pays
in the way of such taxes, in each case to the reasonable satisfaction of the Escrow Agent.
Any payments of income from the Escrow Account will be subject to withholding regulations then
in force with respect to United States taxes. The parties hereto will provide the Escrow
Agent with appropriate W-9 forms for tax I.D. number certifications, or W-8 forms for
non-resident alien certifications, as requested. It is understood that the Escrow Agent will
be responsible for income reporting only with respect to income earned on investment of funds
which are a part of the Escrow Property and is not responsible for any other reporting. The
provisions of this Section 2.1(n) will survive the termination of this Agreement or the
earlier resignation or removal of the Escrow Agent.





2.2. Indemnity.




          The Grantor will be liable for and will reimburse and indemnify the Escrow Agent and hold the
Escrow Agent harmless from and against any and all claims, actual losses, liabilities, reasonable
costs, damages or expenses (including reasonable attorneys’ fees and expenses of one legal counsel)



-12-









 







(collectively, “Losses”) arising from or in connection with or related to this
Agreement or being the Escrow Agent hereunder (including but not limited to Losses incurred by the
Escrow Agent in connection with its successful defense, of any claim of gross negligence or willful
misconduct on its part); provided, however, that nothing contained herein will
require the Escrow Agent to be indemnified for Losses caused by its gross negligence, willful
misconduct or bad faith.



          The provisions of this Section 2.2 will survive the termination of this Agreement or the
earlier resignation or removal of the Escrow Agent.



2.3. Removal of Escrow Agent.





	(a)	 	The Grantor may, with notice to the Trustee, remove the Escrow Agent at any time by giving to
the Escrow Agent 15 days’ prior notice in writing signed by the Grantor. The Escrow Agent may
resign at any time by giving to the Grantor and the Trustee 15 days’ prior written notice
thereof.
	 
	(b)	 	Within 5 Business Days after giving the foregoing notice of removal to the Escrow Agent or
receiving the foregoing notice of resignation from the Escrow Agent, the Grantor will appoint
a successor escrow agent. The Grantor will cause any successor escrow agent to assume the
obligations of the Escrow Agent hereunder or to enter into such other escrow and security
agreement as may be acceptable to the Trustee in its sole discretion. If a successor escrow
agent has not accepted such appointment by the end of such 5-Business Day period or such
successor escrow agent has not become so bound, the Escrow Agent may, in its sole discretion,
deliver the Escrow Property to the Trustee at the address provided herein or may apply to a
court of competent jurisdiction for the appointment of a successor escrow agent or for other
appropriate relief. The reasonable out-of-pocket costs and expenses (including reasonable
attorneys’ fees and expenses of one legal counsel) incurred by the Escrow Agent in connection
with such proceeding will be paid by, and be deemed to be solely an obligation of, the
Grantor.
	 
	(c)	 	Upon receipt of the identity of the successor escrow agent, the Escrow Agent will either
deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow
Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such
Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and
expenses or other obligations owing to the Escrow Agent are paid. Upon delivery of the Escrow
Property to the successor escrow agent, the Escrow Agent will have no further duties,
responsibilities or obligations hereunder.





2.4. Termination.




          This Agreement will automatically terminate upon the distribution of all Escrow Property from
the Escrow Account in accordance with the provisions of Section 1.4 hereof. Section 1.7 hereof,
the provisions of these Terms and Conditions and the Miscellaneous provisions below will survive
termination of this Agreement and/or the resignation or removal of the Escrow Agent.



3. MISCELLANEOUS




3.1. Notices.




          All notices and other communications under this Agreement will be in writing in English and
will be deemed given (i) on the date of delivery when delivered personally or when mailed first
class (postage prepaid) at the addresses set forth in Section 1.5 hereof (or to such other address
as a party may have specified by notice given to the other parties pursuant to this provision), or
(ii) on the next Business Day



-13-









 







after delivery to a recognized overnight courier or when sent by facsimile or electronic mail
to the parties (which facsimile copy will be followed by delivery of an original by other method of
delivery) at the addresses set forth in Section 1.5 hereof (or to such other address as a party may
have specified by notice given to the other parties pursuant to this provision). Whenever under
the terms hereof the time for giving a notice or performing an act falls upon a day that is not a
Business Day, such time will be extended to the next Business Day. Attached as Schedule
3.1 hereto and made a part hereof is a list of those persons initially entitled to give
notices, instructions and other communications to the Trustee and/or the Escrow Agent on behalf of
the Grantor hereunder (each such representative, and “Authorized Person”). Schedule 3.1
may be amended from time to time by written notice from the Grantor to the Escrow Agent and the
Trustee, with a copy to the Initial Purchaser.



3.2. Representations and Warranties.




          Each of the Grantor and the Company hereby represent and warrant (a) that this Agreement has
been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and
binding obligation (subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law) and (b) that the execution,
delivery and performance of this Agreement by the Grantor and the Company do not and will not
violate any applicable material law or regulation.



3.3. Governing Law; Consent to Jurisdiction; Construction.





	(a)	 	THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
	 
	(b)	 	The Escrow Agent’s jurisdiction for purposes of Sections 8-110 and 9-304 of the UCC will be
the State of New York.
	 
	(c)	 	Each party hereto irrevocably agrees that any legal action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby will be brought in the
federal courts located in the Borough of Manhattan in the City of New York, and irrevocably
submits to the nonexclusive jurisdiction of such courts in any such action or proceeding. The
parties hereby irrevocably and unconditionally waive any objection to the laying of venue of
any lawsuit, action or other proceeding in any such court, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any such lawsuit,
action or other proceeding brought in any such court has been brought in an inconvenient
forum. The parties further agree that service of any process, summons, notice or document by
certified or registered mail, return receipt requested, to such party’s address set forth in
Section 1.5 hereof (or directed to it at the address last specified for notices hereunder)
will be effective service of process for any lawsuit, action or other proceeding brought in
any such court, and such service will be deemed completed 10 days after the same is so mailed.
Each party hereto hereby waives the right to trial by jury in any such lawsuit, action or
other proceeding.
	 
	(d)	 	Capitalized terms that are used but not defined in this Agreement (including in Section
3.3(e)) have the meanings assigned to them in the Indenture. The term “will” as used in this
Agreement shall be interpreted to express a command. The term “or” is not exclusive. Words
in the singular include the plural and words in the plural include the singular.




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	(e)	 	The following capitalized terms shall have the following definitions in this Agreement:






	 	(i)	 	“Securities Account” shall have the meaning set forth in Section
8-501(a) of the UCC.
	 
	 	(ii)	 	“Security Entitlement” shall have the meaning set forth in Section
8-102(a)(17) of the UCC.
	 
	 	(iii)	 	“Security Intermediary” shall have the meaning set forth in Section
8-102(a)(14) of the UCC.
	 
	 	(iv)	 	“UCC” means the Uniform Commercial Code as in effect in the State of
New York.





3.4. Rights and Remedies.




          The rights and remedies conferred upon the parties hereto and the Initial Purchaser will be
cumulative, and the exercise or waiver of any such right or remedy will not preclude or inhibit the
exercise of any additional rights or remedies. The waiver of any right or remedy hereunder will
not preclude the subsequent exercise of such right or remedy.



3.5. Benefit of the Parties.




          This Agreement will be binding upon the parties hereto and each of their permitted successors
and assigns. This Agreement will inure solely to the benefit of the parties hereto, the Initial
Purchaser and (subject to Section 3.6 hereof) each of their respective successors and assigns, and
no other person will have or be construed to have any legal or equitable right, remedy or claim
under, in respect of, or by virtue of this Agreement.



3.6. Assignment.




          This Agreement and the rights and obligations hereunder of parties hereto may not be assigned
except with the prior written consent of the other parties hereto and any purported assignment
without such consent will be null and void.



3.7. Merger.




          This Agreement constitutes the entire agreement of the parties hereto with respect to the
subject matter contained herein and supersedes all prior oral or written agreements in regard
thereto.



3.8. Amendment.




          Except as otherwise permitted herein, this Agreement may be amended, supplemented or otherwise
modified only by a written amendment signed by all the parties hereto, and no waiver of any
provision hereof will be effective unless expressed in a writing signed by all of the parties
hereto and the Initial Purchaser.



3.9. Severability.




          The invalidity, illegality or unenforceability of any provision of this Agreement will in no
way affect the validity, legality or enforceability of any other provision, and if any provision is
held to be enforceable as a matter of law, the other provisions will not be affected thereby and
will remain in full force and effect.



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3.10. Headings and Captions.




          The headings and captions included in this Agreement are included solely for convenience of
reference and will have no effect on the interpretation or operation of this Agreement.



3.11. Counterparts.




          This Agreement may be executed in one or more counterparts, each of which counterpart, when so
executed and delivered, will be deemed to be an original and all such counterparts together will
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or electronic .pdf copy shall be effective as delivery of a manually
executed counterpart of this Agreement.



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          IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to be executed by a
duly authorized officer as of the day and year first written above.



	 	 	 	 	 
	 	Clearwire Escrow Corporation,

as Grantor

 	 
	 	By:  	/s/ Erik Prusch
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Clearwire Communications LLC,

 	 
	 	By:  	/s/ Erik Prusch
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Wilmington Trust FSB,

as Escrow Agent and Trustee

 	 
	 	By:  	/s/ Jane Schweiger
 	 
	 	 	Name:  	Jane Schweiger 	 
	 	 	Title:  	Vice President 	 
	 



[
Signature Page to Escrow Agreement ]




 









 








	 	 	 	 	 
	Acknowledged as of the date first written above:

 	 	 
	J.P. Morgan Securities Inc.,

as the Initial Purchaser

 	 	 
	By:  	/s/ Jessica Kearns
 	 	 
	 	Name:  	Jessica Kearns 	 	 
	 	Title:  	Managing Director 	 	 



[
Signature Page to Escrow Agreement ]





 











 





SCHEDULE 3.1*




     The following persons are entitled to give notices, instructions and other communications to
the Escrow Agent on behalf of the Grantor:



	 	 	 
	Name	 	Title
	William T. Morrow
	 	Chief Executive Officer

	Erik Prusch
	 	Chief Financial Officer

	Broady Hodder
	 	Senior Vice President, General Counsel & Secretary

	Hope Cochran
	 	Senior Vice President, Finance & Treasurer

	Steve Ednie
	 	Vice President, Tax

	Frederick Williams
	 	Assistant Secretary

	Jillian Harrison
	 	Assistant Secretary









 




			
	*	 	This Schedule 3.1 may be amended from time to time by written notice from the Grantor to the
Escrow Agent, the Trustee and the Initial Purchaser.




 









 










EXHIBIT A




FORM OF OFFICER’S CERTIFICATE




with regards to




12% Senior Secured Notes due 2015 of Clearwire Escrow Corporation




          This certificate is being delivered to the Escrow Agent and the Trustee pursuant to Section
1.4(b) of the Escrow and Security Agreement dated as of December 9, 2009 (the “Escrow
Agreement”), among Clearwire Escrow Corporation., a Delaware corporation (the
“Grantor”), Clearwire Communications LLC, a Delaware limited liability (the
“Company”), and Wilmington Trust FSB, as escrow agent (the “Escrow Agent”) and
Wilmington Trust FSB, as trustee (the “Trustee”). Capitalized terms used but not defined
herein have the respective meanings specified in the Escrow Agreement (and to the extent not
defined therein, in the Indenture). The Grantor hereby confirms through the undersigned officer
that, prior to or concurrently with release of the Escrow Property from the Escrow Account (clauses
(1) through (3) below, collectively, the “Escrow Conditions”):



               1. the Company will designate the Notes and Guarantees as “Other Pari Passu Lien Obligations”
in the Other Pari Passu Lien Obligations Certificate and the Collateral Agent will execute the
Consent Agreement whereby it will become a party to the Security Agreement as an Authorized
Representative and whereby the Existing Secured Notes Collateral Agent will hold the Collateral for
the benefit of the Trustee, the Collateral Agent, the Holders and other Secured Parties, and the
Notes will be secured on a first priority basis, subject to Permitted Liens, by Liens on the
Collateral;



               2. the Assumption will be consummated; and



               3. The Second Investment Closing has been consummated.



          The Grantor hereby notifies you and certifies to you that the release of the entire amount of
funds from the Escrow Account is currently permitted in accordance with Section 1.4(b) of the
Escrow Agreement.



 









 





          IN WITNESS WHEREOF, the Grantor, through the undersigned officer, has signed this Certificate
this [___] day of [________], 20[___].



	 	 	 	 	 
	 	Clearwire Escrow Corporation,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B




FORM OF OFFICER’S CERTIFICATE




with regards to




12% Senior Secured Notes due 2015 of Clearwire Escrow Corporation





          This certificate is being delivered to the Escrow Agent and the Trustee pursuant to Section
1.4(c) of the Escrow and Security Agreement dated as of December 9, 2009 (the “Escrow
Agreement”), among Clearwire Escrow Corporation., a Delaware corporation (the
“Grantor”), Clearwire Communications LLC, a Delaware corporation (the “Company”),
and Wilmington Trust FSB, as escrow agent (the “Escrow Agent”) and Wilmington Trust FSB, as
trustee (the “Trustee”). Capitalized terms used but not defined herein have the respective
meanings specified in the Escrow Agreement (and to the extent not defined therein, in the
Indenture). The Grantor hereby confirms through the undersigned officer that the Escrow Conditions
cannot be satisfied.



          IN WITNESS WHEREOF, the Grantor, through the undersigned officer, has signed this Certificate
this [___] day of [_______], 20[___].



	 	 	 	 	 
	 	Clearwire Escrow Corporation,

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: